Backstop Closing definition

Backstop Closing shall have the meaning set forth in Section 3.2(b).
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Backstop Closing means the closing of the purchase and sale of the Backstop Shares pursuant to Section 2.1.
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Backstop Closing has the meaning set forth in Section 2.6 below.
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Examples of Backstop Closing in a sentence

  • Neither the Company nor the Salzberg Purchaser may rely on the failure of any condition in this Section 7(a) to be satisfied if such failure was caused by such party’s breach of its obligations under this Agreement.(b) Conditions to Backstop Closing.

  • All of the representations and warranties contained herein shall survive the Backstop Closing.

  • The Company shall notify the Purchasers in writing at least one (1) Trading Day prior to the anticipated Backstop Closing Date of the Backstop Subscription Amount as finally determined by the Company based on the results of the Rights Offering.

  • On or prior to the Backstop Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Pro Rata Portion of the Backstop Subscription Amount.

  • At the Back-stop Closing, the Purchaser shall deposit the purchase price for the Back-stop Shares to be purchased at the Back-stop Closing by wire transfer of immediately available funds to a bank account of theCompany designated in writing by the Company prior to such Back-stop Closing.

  • The RJB Purchaser hereby agrees, subject to the satisfaction or waiver of the conditions set forth in Section 7(b), to purchase from the Company, and the Company hereby agrees, subject to the satisfaction or waiver of the conditions set forth in Section 7(b), to sell to the RJB Purchaser at the Backstop Closing, the Subsequent PIPE Securities listed on Annex D hereto for an aggregate purchase price equal to the Subsequent PIPE Investment Amount.

  • The representations and warranties of the Company in Section 3(c) shall be true and correct, except for de minimis inaccuracies, as of the date hereof and as of the Backstop Closing Date as if made as of such date (except for representations and warranties made as of a specified date, which shall be true and correct, except for de minimis inaccuracies, as of such specified date).

  • Pursuant to the Backstop Agreement, upon the terms and subject to the conditions set forth therein, each Backstop Purchaser agreed that, to the extent any portion of the HVL Bridge Note remains outstanding following the Determination Date, such Backstop Purchaser will, at the Backstop Closing, purchase up to its$2 million Maximum Purchase Amount of the HVL Bridge Note from HVL.

  • The Company shall deliver such New Notes to the Investors at least one (1) Business Day prior to the Backstop Closing Date to be held in escrow until the Backstop Closing Date with such escrow arrangements to be mutually satisfactory to the Company and the Investors.

  • The representations and warranties of the Company and each Purchaser contained in this Agreement shall survive the Initial Closing and the Backstop Closing, as applicable, until the date that is twelve (12) months after the Backstop Closing.


More Definitions of Backstop Closing

Backstop Closing means the closing of the purchases described in Section 2(b) and Section 2(c) hereof, which shall be held at 10:00 a.m. on the Backstop Closing Date at the offices of Wilmer Cutler Pickering Hale and Dorr LLP located at 7 World Trade Center, 250 Greenwich Street, New York, NY 10007, or such other time and place as may be agreed to by the Company and the RJB Purchaser.
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Backstop Closing means the closing of the Backstop Commitment.
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Related to Backstop Closing

  • First Closing has the meaning set forth in Section 2.1(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Additional Closing has the meaning set forth in Section 2.3.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Backstop Parties means, collectively, the Initial Backstop Parties and the Additional Backstop Parties.

  • Second Closing Date means the date of the Second Closing.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • IPO Closing Date means the closing date of the IPO.

  • Final Closing means the last closing under the Private Placement;

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Backstop Commitment has the meaning set forth in Section 2.2(b).

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).